Exhibit 5.2
Universal Health Services, Inc.
367 South Gulph Road
P.O. Box 61558
King of Prussia, PA 19406
September 16, 2024
Universal Health Services, Inc.
and the Subsidiary Guarantors
367 South Gulph Road
King of Prussia, Pennsylvania 19406
Ladies and Gentlemen:
I am Senior Vice President and General Counsel to Universal Health Services, Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company listed on Schedules I and II hereto (the “Guarantors”) and I am delivering this opinion in connection with Company’s and the Guarantors’ registration pursuant to a shelf registration statement on Form S-3 (such registration statement, as it may be amended from time to time, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the offer and sale from time to time, pursuant to Rule 415 under the Securities Act, of (i) shares of Class B Common Stock of the Company, $.01 par value per share (the “Company Shares”); (ii) debt securities of the Company (the “Debt Securities”) that may be issued, in one or more series, pursuant to an indenture, the form of which is filed as an exhibit to the Registration Statement (as it may be amended, the “Indenture”), and resolutions of the Board of Directors of the Company or one or more indentures supplemental thereto (the “Supplemental Documents”), and (iii) guarantees of Debt Securities by the Guarantors (the “Guarantees”) that may be issued pursuant to the Indenture, resolutions of the governing bodies of the Guarantors and Supplemental Documents, in each case on terms to be determined at the time of offering by the Company. The Company Shares, Debt Securities and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be offered in amounts, at prices and on terms to be set forth in supplements (each, a “Prospectus Supplement”) to the base prospectus (the “Base Prospectus”) contained in the Registration Statement.
In rendering the opinions contained herein, I have relied upon my examination or the examination by members of the Company’s legal staff (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of Subsidiary Guarantors named on Schedule I hereto (the “Schedule I Guarantors”), resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Schedule I Guarantors and, to the extent obtained, from various state authorities, status reports provided by third party service providers, and such other documents and records relating to the Schedule I Guarantors as I have deemed appropriate. I, or a member of my staff, have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments of the Schedule I Guarantors and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of the Company and the Schedule I Guarantors.
Universal Health Services, Inc.
and the Subsidiary Guarantors
September 16, 2024
Page 2
In addition, in connection with rendering the opinions set forth herein, I have assumed that (i) at the time of offer, issuance and sale of any Securities, the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Securities Act, and no stop order suspending its effectiveness will have been issued and remain in effect; (ii) a Prospectus Supplement will have been prepared and filed with the Securities and Exchange Commission describing the Securities offered thereby; (iii) all Securities offered and sold will be offered and sold in compliance with applicable federal and state securities or “blue sky” laws and in the manner specified in the Registration Statement and the applicable Prospectus Supplement, as applicable; (iv) the Indenture and any supplemental indentures relating to any Debt Securities and any Guarantees offered and sold will be duly authorized, executed and delivered by the parties thereto (other than the Schedule I Guarantors) and such Debt Securities and such Guarantees will have been validly executed and delivered by the Company and the Guarantors and validly executed, delivered and authenticated by the trustee relating to the Debt Securities and Guarantees; (v) each person signing the Indenture and any supplemental indentures (other than the Schedule I Guarantors) will have the legal capacity and authority to do so; and (vii) a definitive purchase, sales, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that, when (i) the Indenture and any supplemental indentures relating to the Guarantees have been duly qualified under the Trust Indenture Act; (ii) the Guarantors have taken all necessary action to approve the issuance and terms of such Guarantees; (iii) the terms of such Guarantees and their issuance and sale have been duly established in conformity with the Indenture and the applicable Supplemental Documents so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Guarantors and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Guarantors; and (iv) such Guarantees have been duly executed by the Schedule I Guarantors and authenticated in accordance with the provisions of the Indenture and the applicable Supplemental Documents and issued and sold as contemplated in the Registration Statement and upon payment of the consideration as provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Guarantors, (a) each of the Schedule I Guarantors is validly existing and in good standing as a corporation, limited liability company or limited partnership, as applicable, under the law of its jurisdiction of organization and will have full corporate, limited liability company or limited partnership power and authority, as the case may be, to issue the Guarantees and (b) the Indenture and the applicable Supplemental Documents (including the Guarantees, the terms of which are contained therein) will have been duly authorized, executed and delivered by each of the Schedule I Guarantors.
This opinion letter is given as of the date hereof, and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the use of my name under the caption “Legal Matters” in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Matthew D. Klein
Matthew D. Klein
General Counsel
Universal Health Services, Inc.
and the Subsidiary Guarantors
September 16, 2024
Page 3
SCHEDULE I
Entity | Jurisdiction of incorporation or organization | |
| ABS Lincs KY, LLC | Virginia | |
| ABS Lincs SC, Inc. | South Carolina | |
| Aiken Regional Medical Centers, LLC | South Carolina | |
| Alliance Health Center, Inc. | Mississippi | |
| Alternative Behavioral Services, Inc. | Virginia | |
| AZ Holding 4, LLC | Arkansas | |
| Benchmark Behavioral Health System, Inc. | Utah | |
| BHC Alhambra Hospital, Inc. | Tennessee | |
| BHC Belmont Pines Hospital, Inc. | Tennessee | |
| BHC Fairfax Hospital, Inc. | Tennessee | |
| BHC Fox Run Hospital, Inc. | Tennessee | |
| BHC Fremont Hospital, Inc. | Tennessee | |
| BHC Health Services Of Nevada, Inc. | Nevada | |
| BHC Heritage Oaks Hospital, Inc. | Tennessee | |
| BHC Intermountain Hospital, Inc. | Tennessee | |
| BHC Montevista Hospital, Inc. | Nevada | |
| BHC Of Indiana, General Partnership | Tennessee | |
| BHC Pinnacle Pointe Hospital, LLC | Tennessee | |
| BHC Properties, LLC | Tennessee | |
| BHC Sierra Vista Hospital, Inc. | Tennessee | |
| BHC Streamwood Hospital, Inc. | Tennessee | |
| Bloomington Meadows, General Partnership | Tennessee | |
| Brentwood Acquisition, Inc. | Tennessee | |
| Brynn Marr Hospital, Inc. | North Carolina | |
| Canyon Ridge Hospital, Inc. | California | |
| CCS/Lansing, Inc. | Michigan | |
| Children’s Comprehensive Services, Inc. | Tennessee | |
| Columbus Hospital Partners, LLC | Tennessee | |
| Cumberland Hospital, LLC | Virginia | |
| Del Amo Hospital, Inc. | California | |
| District Hospital Partners, L.P. | District of Columbia | |
| Fannin Management Services, LLC | Texas | |
| First Hospital Corporation Of Virginia Beach | Virginia | |
| Forest View Psychiatric Hospital, Inc. | Michigan | |
| Fort Lauderdale Hospital, Inc. | Florida | |
| Garfield Park Hospital, LLC | Illinois | |
| Great Plains Hospital, Inc. | Missouri | |
| Gulf Coast Treatment Center, Inc. | Florida | |
| Gulph Mills Associates, LLC | Pennsylvania |
Universal Health Services, Inc.
and the Subsidiary Guarantors
September 16, 2024
Page 4
Entity | Jurisdiction of incorporation or organization | |
| H. C. Corporation | Alabama | |
| H.C. Partnership | Alabama | |
| Harbor Point Behavioral Health Center, Inc. | Virginia | |
| Havenwyck Hospital Inc. | Michigan | |
| HHC Augusta, Inc. | Georgia | |
| HHC Indiana, Inc. | Indiana | |
| HHC Ohio, Inc. | Ohio | |
| HHC Poplar Springs, LLC | Virginia | |
| HHC River Park, Inc. | West Virginia | |
| HHC South Carolina, Inc. | South Carolina | |
| HHC St. Simons, Inc. | Georgia | |
| Holly Hill Hospital, LLC | Tennessee | |
| Horizon Health Austin, Inc. | Texas | |
| Horizon Mental Health Management, LLC | Texas | |
| HSA Hill Crest Corporation | Alabama | |
| Hughes Center, LLC | Virginia | |
| Keystone Continuum, LLC | Tennessee | |
| Keystone Education & Youth Services, LLC | Tennessee | |
| Keystone Marion, LLC | Virginia | |
| Keystone Memphis, LLC | Tennessee | |
| Keystone Newport News, LLC | Virginia | |
| Keystone NPS LLC | California | |
| Keystone Richland Center LLC | Ohio | |
| Keystone WSNC, L.L.C. | North Carolina | |
| Kids Behavioral Health Of Utah, Inc. | Utah | |
| Kingwood Pines Hospital, LLC | Texas | |
| La Amistad Residential Treatment Center, LLC | Florida | |
| Lancaster Hospital Corporation | California | |
| Lebanon Hospital Partners, LLC | Tennessee | |
| Mayhill Behavioral Health, LLC | Texas | |
| Meridell Achievement Center, Inc. | Texas | |
| Michigan Psychiatric Services, Inc. | Michigan | |
| Millwood Hospital, L.P. | Texas | |
| Milwaukee Behavioral Health, LLC | Wisconsin | |
| Neuro Institute Of Austin, L.P. | Texas | |
| North Spring Behavioral Healthcare, Inc. | Tennessee | |
| Northern Indiana Partners, LLC | Tennessee | |
| Northwest Texas Healthcare System, Inc. | Texas | |
| Oak Plains Academy Of Tennessee, Inc. | Tennessee | |
| Palmetto Behavioral Health System, L.L.C. | South Carolina | |
| Palmetto Lowcountry Behavioral Health, L.L.C. | South Carolina |
Universal Health Services, Inc.
and the Subsidiary Guarantors
September 16, 2024
Page 5
Entity | Jurisdiction of incorporation or organization | |
| Palm Point Behavioral Health, LLC | Florida | |
| Park Healthcare Company | Tennessee | |
| Pennsylvania Clinical Schools, Inc. | Pennsylvania | |
| PSJ Acquisition, LLC | North Dakota | |
| Psychiatric Solutions Of Virginia, Inc. | Tennessee | |
| Ridge Outpatient Counseling, L.L.C. | Kentucky | |
| River Oaks, Inc. | Louisiana | |
| Riverside Medical Clinic Patient Services, L.L.C. | California | |
| Rolling Hills Hospital, LLC | Tennessee | |
| Samson Properties, LLC | Florida | |
| Schick Shadel of Florida, LLC | Florida | |
| SHC-KPH, LP | Texas | |
| Southeastern Hospital Corporation | Tennessee | |
| SP Behavioral, LLC | Florida | |
| Sparks Family Hospital, Inc. | Nevada | |
| Summit Oaks Hospital, Inc. | New Jersey | |
| Sunstone Behavioral Health, LLC | Tennessee | |
| Temecula Valley Hospital, Inc. | California | |
| Temple Behavioral Healthcare Hospital, Inc. | Texas | |
| Tennessee Clinical Schools, LLC | Tennessee | |
| Texas Cypress Creek Hospital, L.P. | Texas | |
| Texas Laurel Ridge Hospital, L.P. | Texas | |
| Texas Oaks Psychiatric Hospital, L.P. | Texas | |
| Texas San Marcos Treatment Center, L.P. | Texas | |
| Texas West Oaks Hospital, L.P. | Texas | |
| The Arbour, Inc. | Massachusetts | |
| The Bridgeway, LLC | Arizona | |
| The National Deaf Academy, LLC | Florida | |
| Three Rivers Behavioral Health, LLC | South Carolina | |
| Three Rivers Healthcare Group, LLC | South Carolina | |
| Turning Point Care Center, LLC | Georgia | |
| UHS Holding Company, Inc. | Nevada | |
| UHS Of Fuller, Inc. | Massachusetts | |
| UHS Of Hampton, Inc. | New Jersey | |
| UHS Of Hartgrove, Inc | Illinois | |
| UHS Of Lancaster, LLC | Pennsylvania | |
| UHS Of New Orleans, LLC | Louisiana | |
| UHS Of Oklahoma, LLC | Oklahoma | |
| UHS Of Pennsylvania, Inc. | Pennsylvania | |
| UHS Of River Parishes, Inc. | Louisiana | |
| UHS Of Timberlawn, Inc. | Texas |
Universal Health Services, Inc.
and the Subsidiary Guarantors
September 16, 2024
Page 6
Entity | Jurisdiction of incorporation or organization | |
| UHS Of Westwood Pembroke, Inc. | Massachusetts | |
| UHS Oklahoma City LLC | Oklahoma | |
| UHSD, L.L.C. | Nevada | |
| UHSL, L.L.C. | Nevada | |
| United Healthcare Of Hardin, Inc. | Tennessee | |
| Universal Health Services Of Rancho Springs, Inc. | California | |
| University Behavioral, LLC | Florida | |
| Valle Vista Hospital Partners, LLC | Tennessee | |
| Valley Hospital Medical Center, Inc. | Nevada | |
| Wellington Regional Medical Center, LLC | Florida | |
| Wellstone Regional Hospital Acquisition, LLC | Indiana | |
| Windmoor Healthcare Inc. | Florida | |
| Zeus Endeavors, LLC | Florida |
Universal Health Services, Inc.
and the Subsidiary Guarantors
September 16, 2024
Page 7
SCHEDULE II
Entity | Jurisdiction of incorporation or organization | |
| Ascend Health Corporation | Delaware | |
| Atlantic Shores Hospital, LLC | Delaware | |
| Beach 77 LP | Delaware | |
| Behavioral Health Management, LLC | Delaware | |
| Behavioral Health Realty, LLC | Delaware | |
| Behavioral Healthcare LLC | Delaware | |
| BHC Holdings, Inc. | Delaware | |
| BHC Mesilla Valley Hospital, LLC | Delaware | |
| BHC Northwest Psychiatric Hospital, LLC | Delaware | |
| Brentwood Acquisition—Shreveport, Inc. | Delaware | |
| Calvary Center, Inc. | Delaware | |
| CAT Realty, LLC | Delaware | |
| CAT Seattle, LLC | Delaware | |
| Cedar Springs Hospital, Inc. | Delaware | |
| Coral Shores Behavioral Health, LLC | Delaware | |
| Cumberland Hospital Partners, LLC | Delaware | |
| DHP 2131 K St, LLC | Delaware | |
| Diamond Grove Center, LLC | Delaware | |
| DVH Hospital Alliance LLC | Delaware | |
| Emerald Coast Behavioral Hospital, LLC | Delaware | |
| Fort Duncan Medical Center, L.P. | Delaware | |
| FRN, Inc. | Delaware | |
| Frontline Behavioral Health, Inc. | Delaware | |
| Frontline Hospital, LLC | Delaware | |
| Frontline Residential Treatment Center, LLC | Delaware | |
| HHC Delaware, Inc. | Delaware | |
| HHC Pennsylvania, LLC | Delaware | |
| Hickory Trail Hospital, L.P. | Delaware | |
| Horizon Health Corporation | Delaware | |
| Horizon Health Hospital Services, LLC | Delaware | |
| Independence Physician Management, LLC | Delaware | |
| Keys Group Holdings LLC | Delaware | |
| Keystone/CCS Partners LLC | Delaware | |
| KMI Acquisition, LLC | Delaware | |
| Laurel Oaks Behavioral Health Center, Inc. | Delaware | |
| Liberty Point Behavioral Healthcare, LLC | Delaware | |
| Manatee Memorial Hospital, L.P. | Delaware | |
| McAllen Hospitals, L.P. | Delaware | |
| McAllen Medical Center, Inc. | Delaware |
Universal Health Services, Inc.
and the Subsidiary Guarantors
September 16, 2024
Page 8
Entity | Jurisdiction of incorporation or organization | |
| Merion Building Management, Inc. | Delaware | |
| Ocala Behavioral Health, LLC | Delaware | |
| Palmetto Behavioral Health Holdings, LLC | Delaware | |
| Pasteur Healthcare Properties, LLC | Delaware | |
| Pendleton Methodist Hospital, L.L.C. | Delaware | |
| Premier Behavioral Solutions Of Florida, Inc. | Delaware | |
| Premier Behavioral Solutions, Inc. | Delaware | |
| Psychiatric Realty, LLC | Delaware | |
| Psychiatric Solutions Hospitals, LLC | Delaware | |
| Psychiatric Solutions, Inc. | Delaware | |
| Ramsay Managed Care, LLC | Delaware | |
| Ramsay Youth Services Of Georgia, Inc. | Delaware | |
| Riveredge Hospital Holdings, Inc. | Delaware | |
| RR Recovery, LLC | Delaware | |
| Salt Lake Behavioral Health, LLC | Delaware | |
| Salt Lake Psychiatric Realty, LLC | Delaware | |
| Shadow Mountain Behavioral Health System, LLC | Delaware | |
| Springfield Hospital, Inc. | Delaware | |
| Stonington Behavioral Health, Inc. | Delaware | |
| TBD Acquisition II, LLC | Delaware | |
| TBD Acquisition, LLC | Delaware | |
| TBJ Behavioral Center, LLC | Delaware | |
| Texas Hospital Holdings, Inc. | Delaware | |
| Toledo Holding Co., LLC | Delaware | |
| Two Rivers Psychiatric Hospital, Inc. | Delaware | |
| UBH Of Oregon, LLC | Delaware | |
| UBH Of Phoenix Realty, LLC | Delaware | |
| UBH Of Phoenix, LLC | Delaware | |
| UHP LP | Delaware | |
| UHS Capitol Acquisition, LLC | Delaware | |
| UHS Children’s Services, Inc. | Delaware | |
| UHS Funding, LLC | Delaware | |
| UHS Kentucky Holdings, L.L.C. | Delaware | |
| UHS Midwest Behavioral Health, LLC | Delaware | |
| UHS Of Anchor, L.P. | Delaware | |
| UHS Of Benton, LLC | Delaware | |
| UHS Of Bowling Green, LLC | Delaware | |
| UHS Of Centennial Peaks, L.L.C. | Delaware | |
| UHS Of Cornerstone Holdings, Inc. | Delaware | |
| UHS Of Cornerstone, Inc. | Delaware | |
| UHS Of D.C., Inc. | Delaware |
Universal Health Services, Inc.
and the Subsidiary Guarantors
September 16, 2024
Page 9
Entity | Jurisdiction of incorporation or organization | |
| UHS Of Delaware, Inc. | Delaware | |
| UHS Of Denver, Inc. | Delaware | |
| UHS Of Dover, L.L.C. | Delaware | |
| UHS Of Doylestown, L.L.C. | Delaware | |
| UHS Of Fairmount, Inc. | Delaware | |
| UHS Of Georgia Holdings, Inc. | Delaware | |
| UHS Of Georgia, Inc. | Delaware | |
| UHS Of Greenville, LLC | Delaware | |
| UHS Of Lakeside, LLC | Delaware | |
| UHS Of Laurel Heights, L.P. | Delaware | |
| UHS Of Madera, Inc. | Delaware | |
| UHS Of Parkwood, Inc. | Delaware | |
| UHS Of Peachford, L.P. | Delaware | |
| UHS Of Phoenix, LLC | Delaware | |
| UHS Of Provo Canyon, Inc. | Delaware | |
| UHS Of Puerto Rico, Inc. | Delaware | |
| UHS Of Ridge, LLC | Delaware | |
| UHS Of Rockford, LLC | Delaware | |
| UHS Of Salt Lake City, L.L.C. | Delaware | |
| UHS Of Savannah, L.L.C. | Delaware | |
| UHS Of Spring Mountain, Inc. | Delaware | |
| UHS Of Springwoods, L.L.C. | Delaware | |
| UHS Of Summitridge, L.L.C. | Delaware | |
| UHS Of Texoma, Inc. | Delaware | |
| UHS Of Timpanogos, Inc. | Delaware | |
| UHS Of Tucson, LLC | Delaware | |
| UHS Of Wyoming, Inc. | Delaware | |
| UHS Sahara, Inc. | Delaware | |
| UHS Sub III, LLC | Delaware | |
| UHS-Corona, Inc. | Delaware | |
| Universal Health Services Of Palmdale, Inc. | Delaware | |
| University Behavioral Health Of El Paso, LLC | Delaware | |
| Valle Vista, LLC | Delaware | |
| Valley Health System LLC | Delaware | |
| Wekiva Springs Center, LLC | Delaware | |
| Willow Springs, LLC | Delaware | |
| Windmoor Healthcare Of Pinellas Park, Inc. | Delaware | |
| Wisconsin Avenue Psychiatric Center, Inc. | Delaware |